Business Vital Agreement

BUSINESS VITAL AGREEMENT

This Business Vital Agreement (the "Agreement") is entered into as of by and between (the "Provider") and (the "Client").

RECITALS

WHEREAS, Provider possesses expertise, resources and capabilities necessary to perform certain business continuity, advisory and operational support services that are vital to the Client's ongoing business operations; and

WHEREAS, Client desires to engage Provider to deliver such services under the terms set forth in this Agreement and Provider is willing to provide those services on the terms and conditions herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. SCOPE OF WORK

Provider shall perform the services described below (the "Services"). Provider shall exercise commercially reasonable skill, care and diligence in the performance of the Services and shall provide progress updates upon request.

2. PAYMENT TERMS

In consideration for the Services, Client shall pay Provider in accordance with the terms below. All payments are exclusive of taxes, which Client shall be responsible for, unless otherwise required by applicable law.

Late payments shall accrue a late fee of on the unpaid balance, or the maximum rate permitted by law, whichever is lower. Provider may suspend performance for any undisputed amounts unpaid after days' written notice to Client and without further liability until payment is made.

3. TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated as provided herein.

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for Services performed and expenses incurred through the effective date of termination and Provider shall deliver all completed and in-progress work for which Client has paid.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") either directly or indirectly in writing, orally, or by inspection of tangible objects, including, but not limited to, business plans, financial information, customer lists, technical data, trade secrets and proprietary processes.

The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care that it uses with its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) not use Confidential Information for any purpose other than performing its obligations under this Agreement.

Confidential Information shall not include information that: (i) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (ii) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or valid legal process, provided that the Receiving Party gives prompt written notice to the Disclosing Party to permit a protective order or other remedy.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all pre-existing intellectual property of each party shall remain the sole property of that party. Subject to Client's payment in full of all amounts due hereunder, Provider hereby grants to Client a non-exclusive, non-transferable license to use deliverables delivered under this Agreement for Client's internal business purposes. Provider retains all other rights, title and interest in any deliverables not expressly assigned herein.

6. REPRESENTATIONS; INDEMNIFICATION; LIMITATION OF LIABILITY

Each party represents that it has full power and authority to enter into this Agreement. Provider represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards.

Client shall indemnify and hold harmless Provider from and against any third-party claims arising from Client's use of the deliverables or Client's breach of this Agreement, except to the extent such claims arise from Provider's gross negligence or willful misconduct. Except for liability arising from willful misconduct or a breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special or punitive damages.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or related to this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Notices shall be in writing and delivered to the addresses set forth below or to such other addresses as either party may designate in writing.

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